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EXHIBIT 10.67
EMPLOYMENT AGREEMENT
THIS AGREEMENT (hereinafter the "Agreement"), made this 5th day of
October, 1996, by and between Pharmaceutical Product Development, Inc., a North
Carolina corporation (hereinafter "PPD"), and Xxxxxx X'Xxxxxx (hereinafter
"Employee").
W I T N E S S E T H:
WHEREAS, Employee desires employment upon the terms and conditions herein
stated; and
WHEREAS, PPD desires to employ Employee upon the terms and conditions
herein stated; and
WHEREAS, Employee and PPD desire to embody in writing the terms and
conditions of such employment in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
considerations contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
1. Employment. PPD hereby employs Employee and Employee hereby accepts
such employment on a full time basis as President and Chief Operating Officer
of PPD upon the terms and conditions hereinafter set forth.
2. Term. The term of this Agreement shall be for one year, beginning
October 21, 1996, and ending October 20, 1997, unless sooner terminated as
provided herein. Thereafter, this Agreement shall be automatically renewed for
successive one-year terms upon the terms and conditions herein set forth and
subject to salary adjustments as provided for in paragraphs 3 and 10 below,
unless either party gives notice as herein provided to the other of said
party's intent not renew this Agreement not less than 60 days prior to the
expiration of the one-year term then in effect.
3. Salary. For all services rendered by Employee under this Agreement,
PPD shall pay to Employee an annual salary of $225,000.00 for the initial
one-year term hereof. Salary for any successive one-year terms shall be agreed
upon not less than 75 days before commencement of each one-year term unless
such a requirement is waived by the parties.
4. Stock Options. PPD has granted to Employee as of October 4, 1996 (the
"Grant Date") options to purchase 75,000 shares of PPD's common stock at a
purchase price equal to the NASDAQ market close price on the Grant Date. Said
share options have been granted under the terms of PPD's Equity Compensation
Plan (the "Plan") and are subject to all of the terms and conditions of the
Plan as more specifically evidenced by that certain Stock Award
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Agreement entered into by the parties as of the Grant Date, which Stock Award
Agreement is in a form substantially similar to that generally provided to Plan
participants except that (a) 25,000 of the share options may only be exercised
one year after the Grant Date, (b) an additional 25,000 of the share options
may only be exercised two years after the Grant Date, (c) the remaining 25,000
share options may only be exercised three years after the Grant Date and (d)
any unvested share options, i.e., share options which cannot be exercised under
the terms hereof, shall be forfeited upon Employee's termination of employment
with PPD.
5. Duties. Employee shall have overall responsibility for the operating
performance of the clinical research organization and environmental units of
PPD and its subsidiaries. Employee also shall perform such other duties as
reasonably assigned to him by the Chief Executive Officer of PPD, including but
not limited to assistance with mergers and acquisitions and participation in
personnel development. Employee shall carry out his duties and
responsibilities under the general supervision of the Chief Executive Officer
of PPD. Employee shall undertake such travel as may be required to perform the
duties prescribed herein. During the term of this Agreement, Employee shall
devote substantially all of his working time, attention and energies to the
business of PPD.
6. Working Facilities. PPD shall furnish Employee with office space,
equipment, technical, secretarial and clerical assistance and such other
facilities, services, support and supplies as may be reasonably needed to
perform the duties herein prescribed in an efficient and professional manner.
7. Non-Compete. During the term of this Agreement and for one year
thereafter, Employee hereby agrees that he shall not (a) become an officer,
employee, director, agent, representative, member, associate or consultant of or
to a corporation, partnership or other business entity or person, (b) directly
or indirectly acquire a proprietary interest in a corporation, partnership or
other business entity or person, or (c) directly or indirectly own any stock in
a corporation (other than a publicly traded corporation of which Employee owns
less than five percent (5%) of the outstanding stock) which is engaged in the
business of managing clinical research programs for pharmaceutical and medical
products or in any other business which is developed by PPD during the term of
this Agreement anywhere in the United States (whether or not such business is
physically located within the United States). The parties agree that the
business and operations of PPD are national in scope. For that reason, the
parties agree that a geographical limitation on the foregoing covenant is not
appropriate.
8. Termination. Notwithstanding any other provision of this Agreement,
PPD may terminate Employee's employment hereunder upon the occurrence of any of
the following events:
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a. Death of Employee.
b. A determination by the Chief Executive Officer of PPD, acting in
good faith but made in the sole discretion of the Chief Executive Officer, that
Employee has failed to substantially perform his duties under this Agreement.
c. A determination by the Chief Executive Office of PPD, acting in
good faith but made in the sole discretion of the Chief Executive Officer, that
Employee (i) has become physically or mentally incapacitated and is unable to
perform his duties under this Agreement as a result of such disability, which
inability continues for a period of sixty (60) consecutive calendar days,
(ii) has breached any of the material terms of this Agreement, (iii) has
demonstrated gross negligence or willful misconduct in the execution of his
duties, or (iv) has been convicted of a felony.
9. Disclosure of Information; PPD's Property. Employee recognizes and
acknowledges that all of PPD's licenses, permits, data, affairs, confidential
information, trade secrets, inventions, know how, discoveries, plans,
development of work in progress, customer and supplier information, cost
information, contractual provisions, employee capabilities, business methods,
opportunities and the like (collectively, the "Proprietary Information"), are
valuable and unique assets of PPD's business, regardless of whether PPD has
obtained patents on patentable devices and techniques or copyrights on any
material subject to copyright. Employee covenants and agrees that during the
term of this Agreement and thereafter he will not disclose the Proprietary
Information to any other corporation, partnership, business entity or person
for any reason (and without regard as to whether same shall have been
originated, discovered or developed by Employee); provided, however, that such
Proprietary Information which already is in the public domain shall not give
rise to a breach hereunder by Employee for his disclosure thereof.
10. Benefits. During the term hereof, Employee shall be entitled to
participate in all benefits provided by PPD to its employees generally,
including but not limited to health insurance, disability insurance and
retirement plans, all of which are currently provided to employees of PPD,
subject to the eligibility requirements of any plan(s) establishing same.
Employee shall be subject to PPD's policies applicable to other executive
employees of PPD with respect to periodic reviews and increases in salary, and
shall be considered for and eligible to participate in benefits, if any,
provided generally by PPD to its executive employees, including but not limited
to issuance of stock options, cash bonuses, etc., to the extent such bonuses,
etc., are not otherwise provided for herein in connection with Employee's
duties and performance as an executive employee. Employee shall be entitled to
five weeks paid vacation during each one-year term
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hereof.
11. Expenses. PPD shall pay all expenses of Employee which are directly
related to Employee's duties hereunder.
12. Remedies. In the event of Employee's actual or threatened breach of
the provisions of paragraph 7 and/or 9 of this Agreement, PPD shall be entitled
to a temporary restraining order and/or permanent injunction restraining
Employee from such breach. Nothing herein shall be construed as preventing PPD
from pursuing any other available remedies for such breach or threatened
breach, including recovery of damages from Employee and from any corporation,
partnership or other business entity or person with which the Employee has
entered or attempted to enter into a relationship or to which Employee has
disclosed Proprietary Information.
13. Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and may not be
altered or amended except by agreement in writing signed by the parties.
14. Waiver or Breach. Waiver by either party of a breach of any
provision of this Agreement by the other party shall not operate as a waiver of
any subsequent breach by the other party. No waiver shall be valid unless in
writing and signed by the party against whom the waiver is sought.
15. Severability. If any portion of this Agreement shall be declared
invalid by a court of competent jurisdiction, the remaining portion shall
continue in full force and effect as if this Agreement has been executed with
the invalid portion eliminated and this Agreement shall be so construed.
16. Benefit. This Agreement shall inure to the benefit of and be binding
upon PPD, its successors and assigns, and Employee, his heirs, successors,
assigns and personal representatives.
17. Applicable Law. This Agreement shall be governed by the laws of the
State of North Carolina.
18. Assignment. Neither party hereto may assign said party's rights or
obligations hereunder without the prior written consent of the other.
19. Notice. Any notice required or permitted hereunder shall be
delivered in person or mailed certified mail, return receipt requested, to
either party at PPD's principal office in Wilmington, North Carolina and shall
be deemed received when actually received. Any notice from Employee to PPD
shall be addressed to the Chief Executive Officer.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date first hereinabove set forth.
PPD PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.
By: /s/ Xxxx Xxxxxxxx
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[CORPORATE SEAL] Title: CEO
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ATTEST:
/s/ Xxxx Xxxxxx
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Title: Secretary
EMPLOYEE /s/ Xxxxxx X'Xxxxxx
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Xxxxxx X'Xxxxxx
WITNESS:
/s/ Xxxxxx X. X'Xxxxxx
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